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                                                                    EXHIBIT 31.2

      CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT
            RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Joseph C. Horvath, certify that:

     1.    I have reviewed this annual report on Form 10-K of TB Wood's
           Corporation;

     2.    Based on my knowledge, this annual report does not contain any untrue
           statements of a material fact or omit to state a material fact
           necessary to make the statements made, in light of the circumstances
           under which such statements were made, not misleading with respect to
           the periods presented in this annual report;

     3.    Based on my knowledge, the financial statements, and other financial
           information included in this annual report, fairly present in all
           material respects the financial condition, results of operations and
           cash flows of the registrant, as of, and for the periods presented in
           this annual report;

     4.    The registrant's other certifying officer and I are responsible for
           establishing and maintaining disclosure controls and procedures (as
           defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
           and we have:

     a)    designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this annual report is being prepared;
     b)    evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           end of the period covered by this annual report based on such
           evaluation; and
     c)    disclosed in the report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrant's fourth
           fiscal quarter in the case of an annual report) that has materially
           affected, or is reasonably likely to materially affect, the
           registrant's internal control over financial reporting; and

     5.    The registrant's other certifying officer and I have disclosed, based
           upon our most recent evaluation of internal control over financial
           reporting, to the registrant's auditors and the audit committee of
           the registrant's Board of Directors (or persons fulfilling the
           equivalent function):

     a)    all significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and
     b)    any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.

Date:   March 24, 2006

/s/Joseph C. Horvath
-----------------------
Chief Financial Officer
 (Principal Financial Officer and Principal Accounting Officer)